EDITOR: | May 17th, 2016

NioCorp Receives Shareholder Approval of Warrant Incentive Program For Holders of Warrants Expiring November 10, 2016

| May 17, 2016 | No Comments
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May 17, 2016 (Source) — Program Expected to Raise Funds for NioCorp’s Ongoing Work on the Elk Creek Superalloy Materials Project Feasibility Study and for Working Capital Needs

NioCorp Developments Ltd. (“NioCorp” or the “Company”) (TSX: NB; OTCQX: NIOBF; and FSE: BR3) is pleased to announce that it has received shareholder approval of the Company’s warrant incentive program at its Special Meeting of shareholders held on May 17, 2016.  Of shares voted, 97.72% voted in favor of the program, with 2.28% opposed and no shares withheld or abstained.  The Company has also received conditional approval from the Toronto Stock Exchange to proceed with the warrant incentive program, which will begin on May 18, 2016 and run through June 17, 2016.

The early warrant exercise program is designed to encourage the early exercise of (unlisted) share purchase warrants exercisable at $0.65 that otherwise expire on November 10, 2016.  An estimated 10,900,256 share purchase warrants are available to be exercised during the Early Exercise Period (as defined below) under the Program.  Proceeds from the Program will be available to fund the Company’s ongoing work to complete its Elk Creek Superalloy Materials Project Feasibility Study and for working capital needs.

Summary information about Warrant Incentive Program

  • Available to Warrantholders with Warrants expiring on November 10, 2016.
  • The incentive program is limited in time, commencing on May 18, 2016 and concluding on June 17, 2016.
  • During the program dates, for $0.65, each Warrant is exercisable into 1.11029 common shares (representing a Warrant Share and the 0.11029 of a common share, as the Fractional Incentive Share).  The amount of the Fractional Incentive Share (as defined below) was based upon the price of NioCorp shares traded on the Toronto Stock Exchange as of market close on May 16, 2016, in accordance with the models for the issuance of the Fractional Incentive Shares (as set out in NioCorp’s April 20, 2016 news release and the information circular for the Special Meeting).
  • Warrantholders who have questions about the procedure for exercising their warrants may contact Ellis Amabel of Computershare at (604) 661-0285.

Detailed Information on the Warrant Incentive Program

On May 17, 2016 NioCorp entered into a supplemental warrant indenture (the “Supplemental Indenture” and together with the warrant indenture dated November 10, 2014 between the Company and Computershare Trust Company of Canada, as warrant agent, the “Warrant Indenture”) to provide to the holders (the “Warrantholders”) of up to 10,900,256 common share purchase warrants (the “Warrants”) an incentive to exercise their Warrants during the 30-day period (the “Early Exercise Period”) commencing at 9:00 a.m. (Vancouver time) on Wednesday, May 18, 2016 and ending at 5:00 p.m. (Vancouver time) on Friday, June 17, 2016 or such later date as may be determined in the sole discretion of the Company, as approved by the Toronto Stock Exchange (the “Early Exercise Expiry Date”).

Upon the exercise of any Warrant during the Early Exercise Period, Warrantholders will be entitled to receive a common share of the Company (each whole such common share, a “Warrant Share” and, collectively, the “Warrant Shares”) per Warrant at an exercise price of $0.65 (the “Purchase Price”), plus 0.11029 of a common share (each a “Fractional Incentive Share”) will be issuable as an incentive for the exercise of each Warrant.  For clarity, during the Early Exercise Period, each Warrant is exercisable for
1.11029 common shares (being a Warrant Share plus a Fractional Incentive Share) at an exercise price of $0.65.

During the Early Exercise Period, the outstanding warrant certificates and uncertificated warrants will evidence the right to acquire one Warrant Share and a Fractional Incentive Share upon the exercise of a Warrant and payment of the Purchase Price per Warrant.  Registered holders of Warrants are encouraged to exercise their Warrants in accordance with the procedures set forth below as soon as possible and, in any event, prior to 5:00 p.m. (Vancouver time) on the Early Exercise Expiry Date in order to take advantage of their right to acquire the Warrant Shares and Fractional Incentive Shares upon exercise of their Warrants and payment of the Purchase Price (except with respect to U.S. Warrantholders who must comply with certain requirements in order to exercise their Warrants) as set out on the Warrant Certificate.

Warrantholders that have not exercised their Warrants during the Early Exercise Period will, subject to adjustment in accordance with the Warrant Indenture, continue to be entitled to receive one Warrant Share upon exercise of a Warrant and payment of the Purchase Price prior to 4:59 p.m. (Vancouver time) on November 10, 2016.

Procedure for the Exercise of Warrants

Upon commencement of the Early Exercise Period, registered holders of Warrants may exercise their rights to acquire the Warrant Shares and Fractional Incentive Shares to which they will then be entitled to pursuant to the terms of the Supplemental Indenture.

All Warrant exercises must be processed through Computershare Trust Company of Canada at 3rd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9.

To exercise Warrants during the Early Exercise Period, until June 17, 2016 by 5:00 pm, a Warrantholder must:

    1. Surrender the Warrant Certificate(s) representing its Warrants to Computershare by hand or courier at the address noted above.
    2. The Warrant Certificate(s) must be submitted together with:

(a)   a duly completed and executed subscription in the form on the back of the Warrant Certificate or in the form attached as Appendix 1 to Schedule “A” to the Warrant Indenture (the “Exercise Form”), specifying the number of Warrants that the holder intends to exercise; and

(b)   a certified cheque, bank draft or money order in Canadian dollars, payable to or to the order of “NioCorp Developments Ltd.” in an amount equal to $0.65 multiplied by the number of Warrants that the Warrantholder intends to exercise.

All Warrant Certificates surrendered for full exercise will be cancelled by Computershare Trust Company of Canada and will be of no further force or effect.

A Warrant Certificate surrendered together with a duly completed and executed Exercise Form, and payment of the applicable Purchase Price for number of Warrants exercised will be deemed to be surrendered only upon personal delivery thereof to, or, if sent by mail or other means of transmission, upon actual receipt thereof by, Computershare Trust Company of Canada. Any use of the mail to transmit Warrant Certificates is at the risk of the Warrantholder. If such documents are to be mailed, it is recommended that registered mail, properly insured, be used with acknowledgement of receipt requested.

Any Warrantholder who holds his/her/its Warrants in uncertificated form through a brokerage firm or other intermediary must contact the brokerage firm or intermediary to arrange exercise.

You may contact Ellis Amabel of Computershare at (604)661-0285 with any questions you may have about the procedure for exercising your Warrants.

Fractional Shares

The Company will not be obliged to issue any fractional common shares or any cash or other consideration in lieu thereof upon the exchange of one or more Warrants.  Fractional Incentive Shares will be aggregated with any fractional Warrant Shares and if any fraction of a common share would otherwise be issuable, the number of common shares so issued will be rounded down to the nearest whole common share without compensation therefore.

If you have any other questions about the Warrant exercise program, please contact Jim Sims at NioCorp Developments Corp. at 303-503-6203 or by e-mail at jim.sims@niocorp.com

This release does not constitute an offer to sell or a solicitation of an offer to buy of any of NioCorp’s securities in the United States.  The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities laws or pursuant to exemptions therefrom.

“Mark Smith”

Mark Smith
Executive Chairman, CEO and Director

#  #  #

Source:  NioCorp Developments Ltd.
@NioCorp $NB $NIOBF $BR3 #Niobium #Scandium #ElkCreek

For More Information:  Contact Jim Sims, VP of External Affairs, NioCorp Developments Ltd., 720-639-4650, jim.sims@niocorp.com

About NioCorp

NioCorp is developing a superalloy materials project in Southeast Nebraska that will produce niobium, scandium, and titanium. Niobium is used to produce superalloys as well as High Strength, Low Alloy (“HSLA”) steel, which is a lighter, stronger steel used in automotive, structural, and pipeline applications.  Scandium is a superalloy material that can be combined with Aluminum to make alloys with increased strength and improved corrosion resistance.  Scandium also is a critical component of advanced solid oxide fuel cells.  Titanium is used in various superalloys and is a key component of pigments used in paper, paint and plastics and is also used for aerospace applications, armor and medical implants.

Cautionary Statements

Neither TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.


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